deem most suitable, and to make use of the water of said river for hydraulic purposes.

SEC. 2. That said mill dam shall not exceed ten fect in height from low water mark, and shall be so constructed as to admit of the passage of all descending rafts, or water crafts, by constructing a good and sufficient chute, or slide, for the same, and also a good and sufficient lock for all ascending water craft, so soon as said river shall be made navigable, and for ever to be kept free for the same.

SEC. 3. The said dam and the owners thereof, shall be subject to all the provisions of the act of the legislative assembly entitled "an act in relation to mills and mill dams," approved January 13, 1840.

TIMOTHY BURNS,

Speaker of the House of Representatives.

HORATIO N. WELLS,

APPROVED, March 2, 1848.

President of the Council.

HENRY DODGE.

Commission

AN ACT

To incorporate the Southport and Beloit Road
Company.

Be it enacted by the Council and House of Representatives of the Territory of Wisconsin:

SECTION 1. That Samuel Hale, Charles Durkee, C. J. ers appointed Hutchinson, Sereno Fisk, Harvey Durkee, Peter Forbes, David L. Wells, Francis Paddock, E. D. Richardson, A. Ferguson, John Boyd, P. W. Lake, William Bell, John Hackett, James Wadsworth, David Noggle, Thomas A. Power, William R. McClellan, Asahel W. Benham, Asa Hoage and H. T. Thorp be, and they are hereby appointed commissioners, under the direction of a majority of whom subscriptions may be received to the capital stock of the Southport and Books opened Beloit Road Company, hereby incorporated; and they may

ration may

organize.

cause books to be opened at such times and places as they shall direct, for the purpose of receiving subscriptions to the capital stock of said company, first giving thirty days notice. of the times and places of taking such subscriptions, by publishing the same in three or more newspapers printed in Racine, Walworth and Rock counties.

SEC. 2. That the capital stock of said company shall be fifty thousand dollars, in shares of fifty dollars each; and as When corpo- soon as seven hundred and fifty shares of said stock shall be subscribed, and two dollars on each share of stock actually paid in, and a statement shall be deposited with the secretary of the territory or of the state of Wisconsin, authenticated by the oath of the secretary of the company or two or more of said commissioners, that such subscriptions and payments have been in good faith made, the subscribers of such stock, with such other persons as shall associate with them for that purpose, their successors and assigns, shall be, and they are hereby declared and created a body corporate and politic, by

the name and style of "The Southport and Beloit Road Com- Name and style of cor. pany," with perpetual succession; and by that name shall have poration. all the privileges, franchises and immunities incident to a corporation; they shall be capable in law of purchasing, holding, selling, leasing, and conveying estate, either real personal or mixed, so far as the same may be necessary for the purposes hereinafter mentioned, and no further; and in their corporate name may sue and be sued, may have a common seal which they may alter and renew at pleasure, and generally may do all and singular the matters and things which to them it shall lawfully appertain to do, for the well being of such corporation.

Powers of

same.

SEC. 3. That the said commissioners, or a majority of them, after the said seven hundred and fifty shares of stock shall have been subscribed as aforesaid, shall give at least thirty days notice in the newspapers hereinbefore mentioned, of the time and place by them appointed for the subscription Directors of the stockholders to meet for the purpose of electing nine directors; and annually thereafter, the said stockholders shall meet on the for the purpose of

electing directors as aforesaid. upon a like previous notice to be given by the directors for the time being, in such newspa pers as they may deem advisable: Provided, that previous to the first election, the commissioners herein before mentioned shall elect one of their number president; and they shall perform all the duties, be invested with all the powers of, and be required to possess all the qualifications required from the directors of the company: And provided, that if from any cause an election shall not be held at the regular time specified therefor, the same may be held at any other time on notice as aforesaid; that until such election, the directors of the preceding year shall continue to act, and that this charter. shall not be avoided by reason of the irregularity or want of such election: And provided, also, that in case of a vacancy from the death or resignation of any director, his place shall be filled from among the stockholders by,the board of directors for the time being.

SEC. 4. The affairs of the said corporation shall be man

when elected.

Corporation, aged by a board of nine directors, who shall be chosen annuhow managed ally by ballot, on the days herein before prescribed, by the stockholders of said company, the votes to be delivered in person or by proxy duly authorized; which directors shall appoint one of their own number president; and they shall respectively serve for one year, or until other directors shall be elected; they shall have power to make and establish such bye-laws, rules, orders and regulations, not inconsistent with the constitution and laws of the United States, or of the territory or state of Wisconsin, as may be necessary and convenient for the government of the said corporation, and generally to do all and singular the matters and things which to them shall lawfully appertain for the well being of the affairs of the same: Provided, that none but stockholders shall be eligible to be elected directors, and that at every such election, and in all other cases wherein stockholders shall be called upon to vote, each share of stock shall be entitled to one vote, and also that in all cases of elections for directors the nine stockholders having the greatest number of votes shall be declared duly elected: And provided, that nothing herein contained shall be construed as in any way giving to the said company any banking privileges whatever, or any right to issue any certificate of deposite or other evidence of debt to circulate as money, or any other liberties, immunities or franchises but such as may be necessary or incident to the making and maintaining the road herein before pro vided for.

General pow. ers of directors.

SEC. 5. The said directors shall meet at such times and places, and be convened in such manner as they may hereaf ter decide upon; five directors shall be a quorum for the transaction of business, who, in the absence of the president, may appoint a president pro tem; the said directors may ap point a secretary, treasurer, and such engineers and other officers as they may find necessary, and fix their compensation, and may demand adequate security for the performance of their respective trusts; they shall have full power to decide the time and manner and proportions in which the said stockholders shall pay the money due on their respective

shares, and to forfeit to the use of the company any share or shares held by any person or persons failing to pay any instalment so required to be paid, after advertisement of the same for a period not less than sixty days in one or more of the newspapers as hereinbefore provided; to regulate tolis; to make covenants, contracts and agreements with any person, copartnership, or body politic whatever, as the execution and management of the works and the convenience and interests of the company may require, and in general to superintend and direct all the operations, receipts, disbursements, and other proceedings of the company: Provided, that no instalment called at any one time shall exceed five dollars per share, and that no instalment shall be called by the directors without giving at least thirty days notice thereof in the newspers as aforesaid.

issued.

SEC. 6. The directors elected as aforesaid shall issue a Certificates of stock to bo certificate to each stockholder for the number of shares he or she shall subscribe for or hold in the said corporation, signed by the president, countersigned by the secretary, and sealed with the common seal; subject, however, to all the payments due and to become due thereon; which stock may be transferable in person, or by attorney, executor, administrators, guardian or trustees, under such regulations as may be provided for in the bye-laws of the company.

SEC. 7. At each annual meeting of the stockholders for the purpose of electing directors, the directors of the preceding year shall exhibit to the meeting a complete statement of the affairs and proceedings of the company for such year; and special meetings of the stockholders may be called by Special meetorder of the directors, or by any number of stockholders ings how holding one-fourth in amount of the capital stock of the called. company, on like notice as that required for annual meetings, specifying moreover the object of such meeting; but no business shall be transacted at such special meeting unless a majority in value of all the stock shall be then and there represented in person or by proxy.

SEC. 8. The said company shall have power to locate and construct a single or double track road, commencing at